HIV and AIDS case surveillance continues to reflect the disproportionate impact of the epidemic on racial/ethnic minority populations, especially women, youth and children. With the potential use of protease inhibitors the need for both early intervention treatment, and continued contact with providers for people with HIV/AIDS has increased. The majority of research on providers' counseling effectiveness has primarily focused on sexual-behavior outcomes of gay or bisexual men. Providers of medical and social services can all interact with women to counsel and address their needs, thereby optimizing continued HIV/AIDS care. This study will investigate the counseling practices and ideologies of providers who care for women with HIV/AIDS, and how workplace culture, policies and clients influence these practices and ideologies, within different service models. A panel design will be used for two face-to-face, one-hour interviews of providers (n=56) approximately 12 months apart, for a total of 112 interviews. Providers will be recruited from Oakland, California, and Rochester, New York, from varied community based medical and social service agencies. The interviews will be audio-recorded, transcribed and analyzed using grounded theory and domain analysis qualitative methods. Results from this study will furnish conceptualization of the counseling process, from the providers' perspective. The study will provide knowledge of what conditions, what types of providers, and what strategies are used in counseling to women with HIV/AIDS, and in which settings are the most likely successful interactions to occur, i.e. those that clients to accept HIV/AIDS prevention, access and continue health care, and make responsible choices. This knowledge will offer direction for counseling protocol for providers, areas of staff support, and policy implications and guidelines for agencies resource allocations.